Liability check for managers: The critical duties throughout the year

The letter from the Federal Office of Justice rarely comes out of the blue, yet it regularly comes as a surprise. The annual financial statements were not disclosed on time, and the administrative fine proceedings are underway. The amount is bearable. More unpleasant is the question that follows: if no one noticed this deadline, which others went unnoticed?

Managing directors’ duties are spread throughout the year, stem from several statutes and have one thing in common: breaching them affects not only the company but the management personally. Turning them into a calendar transforms a diffuse risk into a manageable task.

clience.legal is a digital business law firm for entrepreneurs. We support managing directors in precisely this organizational work, keeping both the legal and the economic consequences in view. This article spreads the duties over twelve months and states, for each one, the personal liability consequence of failing to meet it.

The most important information at a glance

• The standard is § 43 GmbHG: The diligence of a prudent businessman; in the event of a breach, personal liability for damages under paragraph 2.
• Three deadlines are existential: Insolvency petition within three weeks in the event of illiquidity, six weeks in the event of over-indebtedness, and immediate convening of the shareholders’ meeting upon loss of half of the share capital.
• Social security contributions are a matter for top management: Unpaid employee contributions constitute a personal criminal offense under § 266a StGB.
• Disclosure is tracked automatically: Late disclosure of the annual financial statements carries a fine of at least 2,500 euros.
• Delegation provides only partial relief: Selection, instruction and supervision remain with management; otherwise, the accusation of organizational fault applies.
• January 1, 2027 is on the calendar: From then on, companies with prior-year turnover of more than 800,000 euros must issue domestic B2B invoices electronically.

Where the liability comes from

The starting point is § 43(1) GmbHG. In the company’s affairs, management must exercise the diligence of a prudent businessman. Paragraph 2 attaches personal liability for damages to a breach of this duty. Business decisions that turn out to be wrong are not covered, as long as they were made on an adequate informational basis and in the best interests of the company.

The situation is different for duties that leave no room for discretion. Deadlines, levies, filings and legally required organizational measures are either met or not. This is precisely the category covered by the following calendar. For more detail, see our overview of personal liability in GmbH and UG and the current developments in managing directors’ liability.

Why a calendar works and a checklist doesn’t

There is no shortage of lists of duties. In practice, they fail because they have no trigger. A list is read, found to be correct, and filed away. A calendar entry, on the other hand, appears in the calendar, prompts an action, and leaves a trace.

There is also a second effect. Spreading duties over the year avoids the pile-up in the first quarter, when year-end closing, tax returns and planning coincide anyway. Topics such as data protection documentation, the internal reporting office or powers of attorney can easily be scheduled for quieter months.

The schedule is also valuable as evidence. If you are later accused of failing to recognize a development, a regular, documented review date is the strongest counterargument. It shows that monitoring was in place and did not depend on chance.

The duty calendar throughout the year

The calendar is based on a fiscal year that corresponds to the calendar year. In the event of a different fiscal year, the dates will be adjusted accordingly.

January to March: Year-end closing and stocktaking

• Preparing the annual financial statements: § 264(1) HGB requires the financial statements to be prepared within three months after the end of the fiscal year; small corporations have six months. Liability consequence: breach of accounting obligations, which in a crisis is also relevant under criminal law.
• Secure inventory and records: Since 2025, accounting records must be retained for eight years. Liability consequence: gaps may lead to estimates by the tax authorities and, in insolvency, to accusations of inadequate bookkeeping.
• Payroll tax certificates and filings: Check year-end deadlines. Liability consequence: liability for payroll tax under § 69 AO.
• Update the overview of contracts and deadlines: Record terms, renewal clauses and termination dates for the current year. Liability consequence: liability to the company for damages in case of avoidable renewals.

April to June: Resolutions and organization

• Adoption of the annual financial statements: Under § 42a(2) GmbHG, the shareholders must adopt a resolution within eight months after the end of the fiscal year, or within eleven months in the case of small companies. Liability consequence: breach of duty towards the company, point of attack in disputes between shareholders.
• Appropriation of profits and distributions: Before any distribution, it must be checked whether the share capital remains intact. Liability consequence: repayment obligation under § 31 GmbHG in the event of a prohibited distribution.
• Occupational safety instruction: Under § 12 ArbSchG and the rules of the statutory accident insurance institutions: at least annually, documented. Liability consequence: fines and, in the event of damage, personal responsibility.
• Review risk assessments: § 5 ArbSchG requires adjustment when conditions change. Liability consequence: recourse claims by the accident insurance institution in the event of workplace accidents.

July to September: Compliance and Data Protection

• Review data protection documentation: Adapt the record of processing activities, data processing agreements and deletion concept to the actual system landscape. Where 20 or more persons are regularly engaged in automated processing, a data protection officer must be appointed under § 38 BDSG. Liability consequence: fines of up to four percent of worldwide annual turnover.
• Review the internal reporting office: Mandatory for companies with fifty or more employees, including deadlines, confidentiality, and documentation. Liability consequences: fines and evidentiary problems in the event of reprisal claims.
• Check the transparency register: Changes in beneficial owners must be reported without delay. Liability consequence: fines under the Money Laundering Act, publication of violations.
• Powers of attorney and signing authority: Check who in the company is allowed to sign what. Liability consequence: being bound by contracts that no one knowingly concluded.

October to December: Disclosure and planning

• Disclose the annual financial statements: § 325(1a) HGB requires disclosure no later than one year after the balance sheet date. Liability consequence: administrative fine proceedings under § 335 HGB ranging from 2,500 to 25,000 euros, directed against the company and the management.
• Liquidity planning for the following year: Rolling planning with defined thresholds that trigger action. Liability consequence: without planning, there is no proof of having complied with the crisis early-detection duty under § 1 StaRUG.
• Review insurance policies: Coverage amounts and exclusions, especially for financial loss liability insurance for corporate officers. Liability consequence: personal liability without coverage.
• Check the commercial register: Register changes in powers of representation, addresses and shareholder lists. Liability consequence: liability based on the appearance of authority and coercive fine proceedings.

The obligations without a fixed date

Three areas operate independently of the annual cycle and cause the most severe consequences.

First, contributions and taxes. Social security contributions are due no later than the third-to-last banking day of the month. Failure to pay over the employee contributions constitutes a criminal offense under § 266a StGB, for which management is personally answerable. Payroll tax and advance VAT returns must generally be filed by the tenth day of the following month, with liability under § 69 AO.

Second, crisis early detection. § 1 StaRUG requires continuous monitoring of developments that threaten the company’s existence. If illiquidity occurs, the insolvency petition must be filed without culpable delay, at the latest within three weeks, and in the case of over-indebtedness within six weeks. Payments after the onset of insolvency trigger the repayment obligation under § 15b InsO. Irrespective of this, if half of the share capital is lost, the shareholders’ meeting must be convened immediately under § 49(3) GmbHG. Details can be found under crisis early detection under the StaRUG and the liability pitfalls in a corporate crisis.

Thirdly, the organization. The obligation to set up the company in such a way that legal violations are prevented has no set deadline. It is always reviewed when something has happened.

The three most common gaps in practice

In stocktaking reviews, the same points come up again and again, regardless of industry and size.

The first gap concerns shareholder resolutions. The annual financial statements are prepared and disclosed, but the resolution adopting them is missing or exists only as an informal note. As long as everyone involved agrees, this goes unnoticed. In disputes among shareholders, in a sale or in insolvency, it becomes a point of attack, and resolutions cannot be properly created retroactively.

The second gap concerns the documentation of decisions. Major projects are reviewed and discussed, but not recorded. If a claim for damages is later asserted, management must show the informational basis on which it decided. A brief file note with date, alternatives and reasoning is sufficient and, if things get serious, is the key defense.

The third gap concerns the overview of contract deadlines. Termination dates, renewal clauses and price adjustment periods are scattered across folders and mailboxes. Unwanted renewals are the result, and management is in principle liable to the company for the resulting economic damage.

The deadline you need to prepare for now

As of January 1, 2027, the general transition period for electronic invoices will end. Companies with a total turnover of more than 800,000 euros in 2026 must then issue domestic invoices to other companies as structured electronic invoices. A PDF is not sufficient; a format according to the European standard is required, such as XRechnung or ZUGFeRD. Starting January 1, 2028, the obligation applies regardless of revenue.

The practical pressure arises earlier than the date suggests. What counts is the current year’s turnover; the changeover affects merchandise management, accounting and outgoing processes, and the structured data records must be retained unaltered for eight years. Anyone who exceeds the threshold in 2026 should begin the changeover this quarter.

A second point concerns contracts. The changeover affects not only technology but also existing agreements. Anyone who has stipulated in long-term contractual relationships how invoices are to be transmitted should check whether this provision fits the new format. The question of when an invoice is deemed received also has a direct impact on due dates and default. These points can easily be combined with the Drafting of contracts and T&Cs .

What delegation changes and what does not

No managing director handles these matters personally. Delegation is permissible and, in larger companies, unavoidable. It shifts the task, not the responsibility.

• Selection: The person or service provider entrusted must be professionally suitable. If the person is evidently overburdened, the accusation of fault in selection applies.
• Instruction: Responsibilities, scope and limits must be clear, ideally in writing in an allocation of responsibilities.
• Supervision: There must be a feedback channel through which completion is confirmed. Without supervision, delegation remains ineffective.

In practice, a single overview listing duty, deadline, responsible person and completion note, reviewed twice a year, is sufficient. In the event of a dispute, this very overview is your proof that you acted with due care. We show how to turn this into a system under Compliance management systems and, for reporting, under Whistleblower systems and ISO 37301.

Four situations where the calendar is not enough

Certain events trigger a need for review outside the annual cycle. In these cases, the duties should be reassessed promptly.

• Taking office: Anyone who takes over as managing director is liable from day one also for conditions he found in place, as soon as he should have recognized them. A stocktaking review in the first few weeks is therefore not a sign of mistrust towards the predecessor, but self-protection.
• Exceeding a threshold: At fifty employees, the internal reporting office is added; at twenty persons regularly engaged in automated data processing, the data protection officer. Such thresholds are often crossed unnoticed during growth.
• Financial strain: As soon as liquidity becomes tight, response times shorten considerably, and individual payments can become relevant to liability. From this point on, a tighter schedule than the annual calendar applies.
• New business area or foreign business: The applicable regulations change with the business model, ranging from product regulation to tax law and export controls.

In all four cases, a brief review is sufficient to adjust the overview. It becomes more complex only when the event has passed and the adjustment is only made after the damage has occurred.

Related: Legal prevention in the company.

Send us a brief overview: legal form, number of employees, fiscal year, whether you bid for public tenders and how responsibility for deadlines is currently allocated. We will tell you which duties specifically apply to you, where there is currently a gap and what can be closed with little effort. To do so, schedule an free initial consultation of 15 to 20 minutes. The professional framework for this is our advice on Compliance and managing director liability, and we provide ongoing support as external legal department.

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